Credit Suisse AG Credit Suisse International

Transcription

1 Credit Suisse AG Credit Suisse International Structured Products Programme for the issuance of Notes, Certificates and Warrants Under the Structured Products Programme described in this Base Prospectus, Credit Suisse AG ("CS"), acting through its London Branch, its Nassau Branch, its Luxembourg Branch or its Singapore Branch, as applicable, and Credit Suisse International ("CSi") (as specified in the relevant Final Terms) (each, an "Issuer" and, together, the "Issuers"), may issue Notes, Certificates or Warrants (the "Securities" and each, a "Security") on the terms set out herein and in the relevant Final Terms. Credit Suisse AG, Singapore Branch is licensed as a wholesale bank under the Banking Act, Chapter 19 of Singapore and is subject to restrictions on the acceptance of deposits in Singapore dollars. The Securities do not constitute or evidence a debt repayable by Credit Suisse AG, Singapore Branch on demand to the Securityholders and the value of the Securities, if sold on the secondary market, is subject to market conditions prevailing at the time of the sale. Please refer to the sections entitled "General Terms and Conditions of Notes", "General Terms and Conditions of Certificates" and "General Terms and Conditions of Warrants" together with the relevant Final Terms for the terms and conditions under which the Securityholders may recover amounts payable or deliverable to them on the Securities from the Issuer. This document constitutes a base prospectus (the "Base Prospectus") prepared for the purposes of Article 5.4 of Directive 2003/71/EC (the "Prospectus Directive"). The Base Prospectus contains information relating to the Issuers and the Securities. The Base Prospectus shall be read in conjunction with the documents incorporated herein by reference (see the section entitled "Documents Incorporated by Reference"). This document has been filed with the Financial Services Authority in its capacity as competent authority under the UK Financial Services and Markets Act 2000 (the "UK Listing Authority") for the purposes of the Prospectus Directive. This Base Prospectus has not been and will not be registered with the Monetary Authority of Singapore. Each of the Issuers has requested the UK Listing Authority to provide the competent authorities for the purposes of the Prospectus Directive in Ireland and Luxembourg with a certificate of approval in accordance with Article 18 of the Prospectus Directive attesting that this Base Prospectus has been drawn up in accordance with the Prospectus Directive. The final terms relevant to an issue of Securities will be set out in a final terms document (the "Final Terms") which will be provided to investors and, where so required under the Prospectus Directive, filed with the UK Listing Authority and made available free of charge to the public at the registered office of the relevant Issuer and at the offices of the relevant Distributors and Paying Agents. Securities issued by CS or CSi may (a) be listed and admitted to trading on a regulated market(s) for the purposes of the Markets in Financial Instruments Directive 2004/39/EC, (b) listed on a market not regulated for such purpose, or (c) not listed on any market, in each case as shall be specified in the relevant Final Terms. In relation to any Securities of CS (but not CSi) to be listed on the regulated market in the UK, application has been made to the UK Listing Authority under the Financial Services and Markets Act 2000 ("FSMA") for Securities issued by CS under this Base Prospectus during the period of 12 months from the date of this Base Prospectus to be admitted to the Official List of the UK Listing Authority and to the London Stock Exchange plc for such Securities to be admitted to trading on the London Stock Exchange's Regulated Market. The London Stock Exchange's Regulated Market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC. Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base Prospectus. Any person (an "Investor") intending to acquire or acquiring any Securities from any person (an "Offeror") should be aware that, in the context of an offer to the public as defined in section 102B of FSMA, the relevant Issuer may only be responsible to the Investor for this Base Prospectus under section 90 of FSMA if such Issuer has authorised the Offeror to make the offer to the Investor. Each Investor should therefore enquire whether the Offeror is so authorised by such Issuer. If the Offeror is not so authorised by the relevant Issuer, the Investor should check with the Offeror whether anyone is responsible for this Base Prospectus for the purposes of section 90 of FSMA in the context of the offer to the public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on this Base Prospectus and/or who is responsible for its contents, it should take legal advice. Where information relating to the terms of the relevant offer required pursuant to the Prospectus Directive is not contained in this Base Prospectus or the relevant Final Terms, it will be the responsibility of the relevant Offeror at the time of such offer to provide the Investor with such information. This does not affect any responsibility which the relevant Issuer may otherwise have under applicable laws. Base Prospectus dated 14 June 2012

2 This Base Prospectus (excluding the CSi Information, as defined below) constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive for the purpose of giving information with regard to Securities to be issued by CS. This Base Prospectus (excluding the CS Information, as defined below) also comprises a separate base prospectus for the purposes of Article 5.4 of the Prospectus Directive for the purpose of giving information with regard to Securities to be issued by CSi. This Base Prospectus has also been prepared for the purpose of giving information with regard to the Issuers which, according to the particular nature of the Issuers and the Securities, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the relevant Issuer. "CS Information" means: (a) those sections of the Annual Report 2011 (as defined in "Documents Incorporated by Reference" below) incorporated by reference herein in respect of CS, (b) the information under the section headed "Credit Suisse AG", (c) the information incorporated by reference into this Base Prospectus under the section headed "Documents Incorporated by Reference in respect of CS", and (d) the information in paragraphs 2 and 4 of the section headed "General Information". "CSi Information" means: (a) the information under the section headed "Credit Suisse International", (b) the information incorporated by reference into this Base Prospectus under the section headed "Documents Incorporated by Reference in respect of CSi", and (c) the information in paragraphs 3 and 5 of the section headed "General Information". Each of the Issuers (whose respective registered office addresses appear in the section headed "General Information" of this Base Prospectus) accept responsibility for the information contained in this document. To the best of the knowledge and belief of each Issuer, having taken all reasonable care to ensure that such is the case, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. The previous paragraph should be read in conjunction with the last paragraph on the first page of this Base Prospectus. The delivery of this document at any time does not imply that any information contained herein is correct at any time subsequent to the date hereof. The Issuers will not be providing any post-issuance information in relation to the Securities. Where required pursuant to Article 16 of the Prospectus Directive, the Issuers will publish a supplement to this Base Prospectus. The Issuers give notice that investors may hold indirect interests in certain Securities through CREST through the issuance of dematerialised depository interests ("CDIs"). CDIs are independent securities constituted under English law and transferred through CREST and will be issued by CREST Depository Limited or any successor thereto pursuant to the global deed poll dated 25 June 2001 (as subsequently modified, supplemented and/or restated). In connection with the issue and sale of the Securities, no person is authorised to give any information or to make any representation not contained in the Base Prospectus or the relevant Final Terms, and the Issuers do not accept responsibility for any information or representation so given that is not contained within the Base Prospectus. Neither the Base Prospectus nor any relevant Final Terms may be used for the purposes of an offer or solicitation by anyone, in any jurisdiction in which such offer or solicitation is not authorised, or to any person to whom it is unlawful to make such offer or solicitation, and no action is being taken to permit an offering of the Securities or the distribution of the Base Prospectus or any relevant Final Terms in any jurisdiction where any such action is required except as specified herein. The distribution of this Base Prospectus and the offering or sale of the Securities in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required by the relevant Issuer to inform themselves about, and to observe, such restrictions. 2

3 The Securities have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may be subject to U.S. tax law requirements. Subject to certain exemptions, the Securities may not be offered, sold or delivered within the United States of America or to, or for the account or benefit of, U.S. persons. A further description of the restrictions on offers and sales of the Securities in the United States or to U.S. persons is set out below under "Selling Restrictions". If the Securities constitute "derivative securities" for the purposes of the Prospectus Directive or have a derivative component in any interest payment and have a denomination of less than EUR 100,000 (or its equivalent) or can be acquired for less than EUR 100,000 per Security, the Issuers will, where so required under the Prospectus Directive, prepare a supplement to this Base Prospectus as required by Article 16 of the Prospectus Directive or will prepare a new prospectus relating to such Securities which may incorporate all or part of this Base Prospectus by reference in order to give any additional information required by the Prospectus Directive in relation to the derivative element of those Securities. The credit ratings of CS and CSi referred to in this Base Prospectus have been issued, for the purposes of Regulation (EC) No 1060/2009 as amended by Regulation (EU) No. 513/2011 (the "CRA Regulation"), by Standard & Poor's Credit Market Services France SAS ("Standard & Poor's"), Fitch Italia S.P.A. ("Fitch") and Moody's Investors Service, Inc. ("Moody's Inc."). Standard & Poor's and Fitch are both established in the EU and have been registered in accordance with the CRA Regulation. Moody's is not established in the EU and has not applied for registration under the CRA Regulation, as set out in the list of registered credit rating agencies published on the website of the European Securities and Markets Authority ("ESMA"). In general, and subject to certain exceptions (including the exception outlined below), European regulated investors are restricted from using a credit rating for regulatory purposes if such a credit rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation unless the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused. Subject to the fulfilment of the conditions set out set out in Article 4(3) of the CRA Regulation, a credit rating agency established in the European Union and registered in accordance with the CRA Regulation (an "EU CRA") may endorse (for regulatory purposes in the European Union) credit ratings issued outside the European Union where (a) the credit rating activities resulting in the issuing of the credit rating are undertaken in whole or in part by a credit rating agency or credit rating agencies belonging to the same group (a "non-eu CRA"), and (b) the EU CRA has verified and is able to demonstrate on an ongoing basis to ESMA that the conduct of the credit rating activities by the non-eu CRA resulting in the issuing of the credit rating to be endorsed fulfils requirements which are "at least as stringent as" the requirements of the CRA Regulation. On 15 March 2012, ESMA announced that it considers the regulatory framework for credit rating agencies in the United States to be "as stringent as" the requirements of the CRA Regulation. Moody's Investors Service Limited (which has been registered under the CRA Regulation and appears on the list of registered credit rating agencies on ESMA's web site) currently endorses credit ratings issued by Moody's Inc. for regulatory purposes in the European Union. There can be no assurance that Moody's Investors Service Limited will continue to endorse credit ratings issued by Moody's Inc. 3

4 TABLE OF CONTENTS 4 Page DOCUMENTS INCORPORATED BY REFERENCE...6 SUMMARY...9 RISK FACTORS General considerations Risks associated with the creditworthiness of the relevant Issuer Risks relating to Securities generally Risks associated with certain types of Securities Risks that are generic to Securities that are linked to Underlying Asset(s) Risks associated with Securities that are linked to one or more particular types of Underlying Assets Risks associated with conflicts of interest between Credit Suisse and holders of Securities...36 USE OF PROCEEDS...39 GENERAL TERMS AND CONDITIONS OF NOTES Form, Denomination and Title Transfers of Registered Securities Status Interest and Premium Redemption, Purchase and Options Payments Prescription Events of Default Meeting of Securityholders and Modifications Substitution of the Issuer Taxation Further Issues Notices Replacement of Certificates Calculations and Determinations Third Parties Miscellaneous Definitions Governing Law and Jurisdiction...56 SUMMARY OF PROVISIONS RELATING TO NOTES WHILE IN GLOBAL FORM...57 PROVISIONS RELATING TO NOTES IN EUROCLEAR FINLAND...58 PROVISIONS RELATING TO NOTES IN EUROCLEAR SWEDEN...60 PROVISIONS RELATING TO NOTES IN VPS...62 GENERAL TERMS AND CONDITIONS OF CERTIFICATES Form, Title and Transfer Status Redemption and Payment Illegality Purchases by the Issuer Certificate Agents Further Issues Notices Events of Default Calculations and Determinations Taxation Meetings of Securityholders Modification Substitution of the Issuer Third Parties Miscellaneous Definitions Governing Law and Jurisdiction...72 PROVISIONS RELATING TO CERTIFICATES IN EUROCLEAR FINLAND...73 PROVISIONS RELATING TO CERTIFICATES IN EUROCLEAR SWEDEN...75

5 PROVISIONS RELATING TO CERTIFICATES IN VPS...77 GENERAL TERMS AND CONDITIONS OF WARRANTS Form, Title and Transfer Status Exercise Rights Exercise Procedure Payments Illegality Purchases by the Issuer Warrant Agents Further Issues Notices Events of Default Calculations and Determinations Taxation Meetings of Securityholders Modification Substitution of the Issuer Third Parties Miscellaneous Definitions Governing Law and Jurisdiction...88 PROVISIONS RELATING TO WARRANTS IN EUROCLEAR FINLAND...89 PROVISIONS RELATING TO WARRANTS IN EUROCLEAR SWEDEN...91 PROVISIONS RELATING TO WARRANTS IN VPS...93 ADDITIONAL PROVISIONS FOR ITALIAN SECURITIES...95 ASSET TERMS...98 EQUITY-LINKED SECURITIES...98 EQUITY INDEX-LINKED SECURITIES COMMODITY-LINKED SECURITIES COMMODITY INDEX-LINKED SECURITIES ETF-LINKED SECURITIES FUND-LINKED SECURITIES FX-LINKED SECURITIES FX INDEX-LINKED SECURITIES INFLATION INDEX-LINKED SECURITIES INTEREST RATE INDEX-LINKED SECURITIES CASH INDEX-LINKED SECURITIES CLEARING ARRANGEMENTS SCENARIO ANALYSIS MARKET-MAKING ARRANGEMENTS THE UNDERLYING ASSETS DESCRIPTION OF PROPRIETARY INDICES PROPRIETARY INDEX DISCLAIMERS CREDIT SUISSE AG CREDIT SUISSE INTERNATIONAL TAXATION OFFERS SELLING RESTRICTIONS GENERAL INFORMATION FORM OF FINAL TERMS - NOTES FORM OF FINAL TERMS - CERTIFICATES FORM OF FINAL TERMS - WARRANTS

6 Documents Incorporated by Reference DOCUMENTS INCORPORATED BY REFERENCE This Base Prospectus should be read and construed in conjunction with the following documents (except the documents incorporated by reference therein) which shall be deemed to be incorporated in, and form part of, this Base Prospectus, save that any statement contained in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Base Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Base Prospectus. I. Documents incorporated by reference in respect of the Securities The following pages from the base prospectus of the Issuers under the Structured Products Programme dated 1 July 2011 (the "2011 Base Prospectus"): pages 20 to 41 (General Terms and Conditions of the Notes), pages 42 to 53 (General Terms and Conditions of the Certificates), pages 54 to 66 (General Terms and Conditions of the Warrants), pages 70 to 120 (Asset Terms), pages 236 to 254 (Form of Final Terms Notes), pages 255 to 272 (Form of Final Terms Certificates) and pages 273 to 288 (Form of Final Terms Warrants), provided that for the purposes of the prospectus rules enacted under section 73A of the FSMA, any documents incorporated by reference into the 2011 Base Prospectus do not form part of this Base Prospectus. II. Documents incorporated by reference in respect of CS The following documents are incorporated by reference in respect of CS and have been filed with the UK Listing Authority: (a) (b) the Form 6-K of CS filed with the United States Securities and Exchange Commission (the "SEC") on 8 May 2012 (the "Form 6-K Dated 8 May 2012"), which contains the 2012 First Quarter Financial Report of the Group (as defined below) within which there is unaudited information for the Group for the three months ended 31 March 2012, except that the information on pages 1 to 2 under "Dear Shareholder" is not incorporated by reference; the Form 6-K of CS and the Group filed with the SEC on 27 April 2012 (the "Form 6-K Dated 27 April 2012"), which includes the media release exhibited thereto regarding the results of the Annual General Meeting of the Group; (c) the Form 6-K of CS filed with the SEC on 25 April 2012 (the "CS Form 6-K Dated 25 April 2012"), which contains the 2012 First Quarter Financial Release of the Group within which there is unaudited information for the Group for the three months ended 31 March 2012, except that the information on pages 1 to 2 under "Dear Shareholder" is not incorporated by reference; (d) (e) (f) the Form 20-F of CS and the Group filed with the SEC on 23 March 2012 (the "Annual Report 2011"), which contains the 2011 Annual Report of the Group within which there are the audited financial statements of CS for the year ended 31 December 2011 and a report of the Group's auditors, except that the information on pages 3 to 6 under "Message from the Chairman and the Chief Executive Officer" is not incorporated by reference; the Form 6-K of CS and the Group filed with the SEC on 21 March 2012 (the "Form 6-K Dated 21 March 2012"), which includes the media release exhibited thereto regarding the Annual General Meeting within which there are details of proposed future members of the Board of Directors; and the Form 20-F of CS and the Group filed with the SEC on 25 March 2011 (the "Annual Report 2010"), which contains the 2010 Annual Report of the Group within which there are the audited financial statements of CS for the year ended 31 December 2010 and a report of the Group's auditors, except that 6

7 Documents Incorporated by Reference the information on pages 3 to 5 under "Message from the Chairman and the Chief Executive Officer" is not incorporated by reference. III. Documents incorporated by reference in respect of CSi The following documents are incorporated by reference in respect of CSi and have been filed with the UK Listing Authority: (a) CSi's Annual Report for the year ended 31 December 2011 (the "CSi 2011 Annual Report"); (b) CSi's Annual Report for the year ended 31 December 2010 (the "CSi 2010 Annual Report" and, together with the CSi 2011 Annual Report, the "CSi Annual Reports"). Financial information in the CSi Annual Reports has been audited; (c) (d) the Form 20-F of the Group and CS filed with the SEC on 23 March 2012 (the "Annual Report 2011"), which contains the 2011 Annual Report of the Group within which there are the audited financial statements of CS for the year ended 31 December 2011 and a report of the Group's auditors, except that the information on pages 3 to 6 under "Message from the Chairman and the Chief Executive Officer" is not incorporated by reference; the Form 6-K of the Group filed with the SEC on 25 April 2012 (the "Group Form 6-K Dated 25 April 2012"), which contains the 2012 First Quarter Financial Release of the Group within which there is unaudited information for the Group for the three months ended 31 March 2012, except that the information on pages 1 to 2 under "Dear Shareholder" is not incorporated by reference; (e) the Form 6-K of CS filed with the SEC on 25 April 2012 (the "CS Form 6-K Dated 25 April 2012"), which contains the 2012 First Quarter Financial Release of the Group within which there is unaudited information for the Group for the three months ended 31 March 2012, except that the information on pages 1 to 2 under "Dear Shareholder" is not incorporated by reference; (f) the Form 6-K of the Group filed with the SEC on 8 May 2012 (the "Group Form 6-K Dated 8 May 2012"), which contains the 2012 First Quarter Financial Report of the Group within which there is unaudited information for the Group for the three months ended 31 March 2012, except that the information on pages 2 to 3 under "Dear Shareholder" is not incorporated by reference; and (g) the Form 6-K of CS filed with the SEC on 8 May 2012 (the "CS Form 6-K Dated 8 May 2012"), which contains the 2012 First Quarter Financial Report of the Group within which there is unaudited information for the Group for the three months ended 31 March 2012, except that the information on pages 2 to 3 under "Dear Shareholder" is not incorporated by reference. Credit Suisse Group AG (the "Group"), the ultimate parent company of the Issuers, and CS file annual and current reports, including interim financial information, with the SEC on Forms 20-F and 6-K. The SEC filings of the Group and CS are available on the SEC's website at and on the Group's website at Any non-incorporated parts of a document referred to herein are either deemed not relevant for the investor or are otherwise covered elsewhere in this Base Prospectus. Copies of this Base Prospectus will be available for inspection during normal business hours on any business day (except Saturdays, Sundays and legal holidays) at the offices of the Agents. In addition, copies of any document incorporated by reference in this Base Prospectus will be available free of charge during normal business hours on any business day 7

8 Documents Incorporated by Reference (except Saturdays, Sundays and legal holidays) at the principal office of the Principal Paying Agent and at the registered office of the Issuers or the relevant Branch, if applicable. 8

9 Summary SUMMARY This summary must be read as an introduction to this Base Prospectus and any decision to invest in the Securities should be based on a consideration of the Base Prospectus as a whole, including the documents incorporated by reference. No civil liability in respect of this summary will attach to the Issuers in any Member State of the European Economic Area in which the relevant provisions of the Prospectus Directive have been implemented unless this summary, including any translation thereof, is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus. Where a claim relating to the information contained in this Base Prospectus is brought before a court in such a Member State, the plaintiff may, under the national legislation of that Member State, be required to bear the costs of translating the Base Prospectus before the legal proceedings are initiated. Description of CREDIT SUISSE AG ("CS") Credit Suisse AG, a corporation established under the laws of, and licensed as a bank in, Switzerland, is a wholly owned subsidiary of Credit Suisse Group AG. CS's registered head office is in Zurich, and it has additional executive offices and principal branches located in London, New York, Hong Kong, Singapore and Tokyo. CS's registered head office is located at Paradeplatz 8, CH-8001 Zurich, Switzerland. Description of CREDIT SUISSE INTERNATIONAL ("CSi") Credit Suisse International, an unlimited company incorporated in England and Wales, is an English bank and is regulated as an EU credit institution by The Financial Services Authority ("FSA") under the Financial Services and Markets Act The FSA has issued a scope of permission notice authorising Credit Suisse International to carry out specified regulated investment activities. CSi's principal business is banking, including the trading of derivative products linked to interest rates, foreign exchange, equities, commodities and credit. The primary objective of CSi is to provide comprehensive treasury and risk management derivative product services. CSi has established a significant presence in global derivative markets through offering a full range of derivative products and continues to develop new products in response to the needs of its customers and changes in underlying markets. The business is managed as a part of the Investment Banking Division of Credit Suisse AG in the Europe, Middle East and Africa region, and is supported by Credit Suisse AG's Shared Services Division, which provides business support services in such areas as finance, legal, compliance, risk management and information technology. Its registered office and principal place of business is at One Cabot Square, London E14 4QJ. The relevant Issuer may issue Securities in the form of Notes, Certificates or Warrants. Notes The Notes are debt securities. The denomination and the Maturity Date will be specified in the relevant Final Terms. Unless redeemed by instalments (if so specified in the relevant Final Terms) the Notes will be redeemed on the Maturity Date specified in the relevant Final Terms and may not (unless a call or put option is specified in the relevant Final Terms) be redeemed before then except for reasons of default by the relevant Issuer or the illegality of the relevant Issuer's payment obligations or hedging arrangements or following certain events in relation to Underlying Assets. The amount payable on the Maturity Date may either be the outstanding principal amount or may be linked to one or more Underlying Assets (as described below). The Notes may bear interest and/or premium at a fixed rate or at different fixed rates for different periods or may bear interest at one or more fixed rates followed by a period in which they bear a floating rate of interest or may bear a floating rate of interest throughout the term of the Notes. Alternatively, they may bear no interest and/or premium. In the case of floating rate interest, the rate 9

10 Summary will be reset periodically by reference to a reference rate specified in the relevant Final Terms and may be at such rates or at a margin above or below such rates and may be subject to one or more maximum and/or minimum rates of interest and/or premium, all as specified in the relevant Final Terms. Certificates Certificates entitle the holder to payment on the Maturity Date of the Redemption Amount and may be linked to the level or price of one or more Underlying Assets. If so specified in the relevant Final Terms, there may also be interim payments and/or mandatory early redemption and/or redemption at the option of the relevant Issuer and/or the holders. Otherwise, Certificates may only be redeemed before the Maturity Date for reasons of default by the relevant Issuer or the illegality of the relevant Issuer's payment obligations or hedging arrangements or following certain events in relation to Underlying Assets. Warrants Warrants entitle the holder to payment of a Settlement Amount either following the Expiration Date (in the case of European style Warrants) or the relevant Exercise Date (in the case of American style Warrants). The Settlement Amount will be linked to the level or price of one or more Underlying Assets. Warrants may only be redeemed before the Expiration Date for reasons of default by the relevant Issuer or the illegality of the relevant Issuer's payment obligations or hedging arrangements or following certain events in relation to Underlying Assets. Status of Securities The Securities are unsubordinated and unsecured obligations of the relevant Issuer and will rank pari passu among themselves and equally with all other unsubordinated and unsecured obligations of the relevant Issuer. Underlying Assets The amount payable in respect of Securities may be linked to the performance or evolution of one or more shares (which may include exchange-traded funds), depositary receipts, equity indices, commodities, commodity indices, exchange rates, exchange rate indices, funds, inflation indices, interest rate indices, cash indices and/or other variables ("Underlying Assets"). Adjustments and substitution The terms and conditions of the Securities contain provisions dealing with non-business days, disruptions and extraordinary and other events in relation to Underlying Assets which may affect the timing and calculation of payments and may result in the Securities being redeemed earlier than they might otherwise be redeemed and/or adjustments being made to the Securities. They also allow for the possibility of the substitution of the relevant Issuer without the consent of the Securityholders with an affiliate of the relevant Issuer provided that such affiliate has, or is guaranteed by an affiliate which has, a long-term unsecured debt rating equal to or higher than that of such Issuer. Governing Law The Securities and any non-contractual obligations arising out of or in relation to the Securities are governed by, and shall be construed in accordance with, English law. Selling Restrictions Certain restrictions apply to offers, sales or transfers of the Securities in various jurisdictions. No offers, sales or deliveries of the Securities, or distribution of any offering material relating to the Securities, may be made in or from any jurisdiction except in circumstances which will result in compliance with any applicable laws and regulations. 10

11 Summary Listing and Admission to Trading Securities issued by CS or CSi may (i) be listed and admitted to trading on a regulated market(s) for the purposes of the Markets in Financial Instruments Directive 2004/39/EC, (ii) listed on a market not regulated for such purpose or (iii) not listed on any market, in each case as shall be specified in the relevant Final Terms. Offer to the Public If so specified in the relevant Final Terms, Securities may be offered to the public in such jurisdiction and in accordance with such terms as may be specified in such Final Terms. Clearing Arrangements The Securities may be cleared through Euroclear Bank S.A./N.V. and Clearstream Banking, SA, Luxembourg, Clearstream Banking AG, Frankfurt, Monte Titoli, Euroclear Finland, Euroclear Sweden, VPS, CREST, or another clearing system, in each case as may be specified in the relevant Final Terms and in accordance with the rules and procedures of such clearing system. In the case of Securities cleared through CREST, investors will hold indirect interests in the Securities through CREST by holding dematerialised depository interests ("CDIs"). CDIs represent indirect interests in the Securities to which they relate and holders of CDIs will not be the legal owners of the Securities. Risks relating to the relevant Issuer Securities are general unsecured obligations of the relevant Issuer. Securityholders are exposed to the risk that an Issuer could become insolvent and fail to make the payments owing by it under the Securities. Each Issuer is exposed to a variety of risks that could adversely affect its operations and/or financial condition, including liquidity risk, market risk, credit risk, risks from estimates and valuations, risks relating to off-balance sheet entities, cross-border and foreign exchange risk, operational risk, risk management, legal and regulatory risks, competition risks and risks relating to strategy. The general risk management policy of each Issuer is consistent with equivalent functions of other Credit Suisse Group AG entities. Each Issuer believes that it has effective procedures for assessing and managing risks associated with its business activities. However, neither Issuer can completely predict all market and other developments and the relevant Issuer's risk management cannot fully protect against all types of risk. Risks relating to the Securities If the Securities do not provide for scheduled repayment in full of the issue or purchase price at maturity, investors may lose some or all of their investment. Before making any investment decision with respect to the Securities, investors should ensure that they understand the nature of the Securities and the extent of their exposure to risks and should consult their own financial, tax, legal or other advisers as they consider appropriate and carefully review and consider such an investment decision in the light of the foregoing and their personal circumstances. A secondary market for the Securities may not develop and, if one does develop, it may not provide the holders with liquidity and may not continue for the life of the Securities. The Issuer may, but is not obliged to, purchase Securities at any time at any price, and may hold, resell or cancel them. The market for Securities may be limited. The only way in which a holder can realise value from a Security prior to its maturity or expiry (other than in the case of an American style Warrant) is to sell it at its then market price in the market. The price in the market for a Security may be less than its issue price even though the value of any Underlying Asset may not have changed since the issue date. Accordingly, Securities are only suitable for investors who are prepared to hold Securities for 11

12 Summary an indefinite period of time or until redemption or expiry of the Securities. Where amounts payable under Securities are linked to one or more Underlying Assets, an investment in the Securities is not the same as an investment in the Underlying Asset(s) or an investment directly linked to the Underlying Asset(s), and an investor may be worse off as a result. For example: the Underlying Asset(s) will not be held by the Issuer for the benefit of investors, and investors will have no rights of ownership, including, without limitation, any voting rights, any rights to receive dividends or other distributions or any other rights with respect to any Underlying Asset; if the Securities are subject to a cap, an investor will not participate in any change in the value of the Underlying Asset(s) over and beyond the price, level, rate or other applicable value needed to reach the cap; and if the upside participation rate of the Securities is less than 100 per cent. and at maturity the final level, price, rate or other applicable value of the Underlying Asset(s) exceeds the initial level, price, rate or other applicable value, an investor's return may be significantly less than if the holder had purchased the Underlying Asset(s) directly (or otherwise obtained a direct exposure). The past performance of an Underlying Asset should not be relied upon as a reliable guide as to its future performance. The level, price, rate or other applicable value of an Underlying Asset may go down as well as up throughout the term of the Securities, and such movement may have a negative impact on the value of the Securities. Before purchasing Securities, investors should ensure that they understand the unique nature, characteristics and risks of the Underlying Asset(s), and how the value of the Securities could be affected by the performance of the Underlying Asset(s). If an Underlying Asset is located in or exposed to one or more emerging market countries, there may be additional event, political, economic, credit, currency, market, regulatory/legal, settlement and clearing risks. Investors may be exposed to currency risks because (a) the Underlying Asset(s) may be denominated or priced in currencies other than the currency in which the Securities are denominated, or (b) the Securities and/or the Underlying Asset(s) may be denominated in currencies other than the currency of the country in which the investor is resident. The value of the Securities may therefore increase or decrease as a result of fluctuations in those currencies. In certain circumstances, and following certain events in relation to the Underlying Asset(s), the Issuer has the discretion to make adjustments to the terms of the Securities (including applying any consequential adjustment of, or any alternative provisions for, valuation of such Underlying Asset(s), including a postponement in valuation or substitution of such Underlying Asset(s)) or redeem or cancel them prior to maturity without the consent of the Securityholders. Such early payment amount may be less than the issue or purchase price of the Securities. The relevant Issuer is subject to a number of conflicts of interest, including: in making certain calculations and determinations, there may be a difference of interest between the Securityholders and the Issuer; in the ordinary course of its business the Issuer (or an affiliate) may effect transactions for its own account and may enter into hedging transactions with respect to the Securities or Underlying Assets which may have a negative impact on the liquidity or value of the Securities; the Issuer (or an affiliate, or any employees thereof) may have confidential information in relation to an Underlying Asset which may be material to an investor, but which the Issuer is under no obligation (and may be subject to legal prohibition) to disclose; and 12

13 Summary in relation to proprietary indices sponsored by the Issuer or an affiliate. Unless otherwise specified in the relevant Final Terms, the net proceeds from each issue of Securities will be used to hedge the obligations of the relevant Issuer under the Securities and for general corporate purposes. Save for any fees payable to the Dealers, so far as the Issuers are aware, no person involved in the issue or offer of the Securities has an interest material to such issue or offer. The applicable terms and conditions of the offer and any expenses charged to the investor will be specified in the relevant Final Terms. 13

14 Risk Factors RISK FACTORS 1. General considerations This Base Prospectus identifies the information that an investor should consider prior to making an investment in Securities. The relevant Issuer is acting solely in the capacity of an arm's length contractual counterparty and not as an investor's financial adviser or fiduciary in any transaction. The purchase of Securities involves substantial risks and an investment in Securities is only suitable for investors who have the knowledge and experience in financial and business matters necessary to enable them (either alone or in conjunction with an appropriate financial adviser) to evaluate the risks and merits of such an investment in the Securities and who have sufficient resources to be able to bear any losses that may result therefrom. Before making an investment decision, prospective purchasers of Securities should ensure that they understand the nature of the Securities and the extent of their exposure to risks and that they consider carefully, in the light of their own financial circumstances, financial condition and investment objectives, all the information set forth in this Base Prospectus. Investors should consult their own financial, tax, legal or other advisers as they consider appropriate and carefully review and consider such an investment decision in the light of the following factors and their personal circumstances. The Issuers believe that the risk factors set out in this Base Prospectus represent the principal risks of investing in the Securities. These risk factors are not exhaustive. There may be other risks that a prospective purchaser of Securities should consider that are relevant to its own particular circumstances or generally. More than one investment risk may have simultaneous effect with regard to the value of the Securities and the effect of any single investment risk may not be predictable. In addition, more than one investment risk may have a compounding effect and no assurance can be given as to the effect that any combination of investment risks may have on the value of Securities. 2. Risks associated with the creditworthiness of the relevant Issuer Securities are general unsecured obligations of the relevant Issuer. Securityholders are exposed to the credit risk of the relevant Issuer. The Securities will be adversely affected in the event of a default, reduced credit rating or deterioration in the solvency of the relevant Issuer. The profitability of the relevant Issuer will be affected by, among other things, changes in global economic conditions, inflation, interest/exchange rates, capital risk, liquidity risk, cost and availability of credit, volatility, market changes, business risk, operational risk, market risk and reputation, new or increased regulation, legal risks, tax risk, regulatory compliance risk and competition. These risks are discussed in further detail below. These risk factors should be read together with the risk factors in respect of CS and CSi listed on pages A-4 to A-11 of the Appendix to the Annual Report 2011 (as defined in the section entitled "Documents Incorporated By Reference" in this Base Prospectus). Such risk factors are risk factors that are material to the Securities in order to assess the market risk associated with them or which may affect the relevant Issuer's ability to fulfil its obligations under them. 3. Risks relating to Securities generally (a) Loss of investments If the Securities do not provide for scheduled repayment in full of an amount at least equal to the issue or purchase price, investors may lose all or part of their investment. 14

15 Risk Factors Securities are not deposits, and are not covered by any deposit insurance or protection scheme. (b) Limited Liquidity A secondary market for the Securities may not develop and if one does develop, it may not provide the holders of the Securities with liquidity or may not continue for the life of the Securities. A decrease in the liquidity of an issue of Securities may cause, in turn, an increase in the volatility associated with the price of such issue of Securities. Illiquidity may have a severely adverse effect on the market value of Securities. The relevant Issuer may, but is not obliged to, purchase Securities at any time at any price in the open market or by tender or private treaty and may hold, resell or cancel them. The market for Securities may be limited. The only way in which a holder can realise value from a Security prior to its maturity or expiry (other than in the case of an American style Warrant) is to sell it at its then market price in the market which may be less than the amount initially invested. The price in the market for a Security may be less than its issue price even though the value of any Underlying Asset may not have changed since the issue date. To the extent that Warrants of a particular issue are exercised, the number of Warrants remaining outstanding will decrease, resulting in a diminished liquidity for the remaining Warrants. Any secondary market price quoted by the relevant Issuer may be affected by several factors including, without limitation, prevailing market conditions, credit spreads and the time to maturity. Accordingly, the purchase of Securities is suitable only for investors who can bear the risks associated with a lack of liquidity in the Securities and the financial and other risks associated with an investment in the Securities. Any investor in the Securities must be prepared to hold such Securities for an indefinite period of time or until redemption or expiry of the Securities. (c) The Issue Price may be more than the Securities' market value The Issue Price in respect of any Securities specified in the relevant Final Terms may be more than the market value of such Securities as at the Issue Date, and more than the price, if any, at which the Dealer or any other person is willing to purchase such Securities in secondary market transactions. In particular, the Issue Price in respect of any Securities may take into account amounts with respect to commissions relating to the issue and sale of such Securities and amounts relating to the hedging of the Issuer's obligations under such Securities. (d) The market value of Securities may be highly volatile Where the Securities reference any Underlying Asset(s), the Securityholders are exposed to the performance of such Underlying Asset(s). The price, performance or investment return of the Underlying Asset(s) may be subject to sudden and large unpredictable changes over time and this degree of change is known as "volatility". The volatility of an Underlying Asset may be affected by national and international financial, political, military or economic events, including governmental actions, or by the activities of participants in the relevant markets. Any of these events or activities could adversely affect the value of the Securities. (e) CREST Depository Interests ("CDIs") Investors in CDIs will not be the legal owners of the Securities to which such CDIs relate (such Securities being "Underlying Securities"). CDIs are separate legal instruments from the Underlying Securities and represent indirect interests in the interests of the CREST Nominee in such Underlying Securities. CDIs will be issued by the CREST Depository to investors and will be governed by English law. The Underlying Securities (as distinct from the CDIs representing indirect interests in such Underlying Securities) will be held in an account with a custodian. The custodian will hold the Underlying Securities through the Relevant Clearing System. Rights in 15

16 Risk Factors the Underlying Securities will be held through custodial and depositary links through the Relevant Clearing System. The legal title to the Underlying Securities or to interests in the Underlying Securities will depend on the rules of the Relevant Clearing System in or through which the Underlying Securities are held. Rights in respect of the Underlying Securities cannot be enforced by holders of CDIs except indirectly through the CREST Depository and CREST Nominee who in turn can enforce rights indirectly through the intermediary depositaries and custodians described above. The enforcement of rights in respect of the Underlying Securities will therefore be subject to the local law of the relevant intermediary. These arrangements could result in an elimination or reduction in the payments that otherwise would have been made in respect of the Underlying Securities in the event of any insolvency or liquidation of the relevant intermediary, in particular where the Underlying Securities held in clearing systems are not held in special purpose accounts and are fungible with other securities held in the same accounts on behalf of other customers of the relevant intermediaries. If a matter arises that requires a vote of Securityholders, Credit Suisse may make arrangements to permit the holders of CDIs to instruct the CREST Depository to exercise the voting rights of the CREST Nominee in respect of the Underlying Securities. However, there is no guarantee that it will be possible to put such voting arrangements in place for holders of CDIs. Holders of CDIs will be bound by all provisions of the CREST Deed Poll and by all provisions of or prescribed pursuant to the CREST International Manual (April 2008) issued by Euroclear UK & Ireland Limited and as amended, modified, varied or supplemented from time to time (the CREST Manual) and the CREST Rules (contained in the CREST Manual) applicable to the CREST International Settlement Links Service. Holders of CDIs must comply in full with all obligations imposed on them by such provisions. Investors in CDIs should note that the provisions of the CREST Deed Poll, the CREST Manual and the CREST Rules contain indemnities, warranties, representations and undertakings to be given by holders of CDIs and limitations on the liability of the CREST Depository as issuer of the CDIs. Holders of CDIs may incur liabilities resulting from a breach of any such indemnities, warranties, representations and undertakings in excess of the money invested by them. Investors in CDIs should note that holders of CDIs may be required to pay fees, charges, costs and expenses to the CREST Depository in connection with the use of the CREST International Settlement Links Service. These will include the fees and expenses charged by the CREST Depository in respect of the provision of services by it under the CREST Deed Poll and any taxes, duties, charges, costs or expenses which may be or become payable in connection with the holding of the Underlying Securities through the CREST International Settlement Links Service. Investors in CDIs should note that none of the relevant Issuer, any Dealer or any Agent will have any responsibility for the performance by any intermediaries or their respective direct or indirect participants or accountholders acting in connection with CDIs or for the respective obligations of such intermediaries, participants or accountholders under the rules and procedures governing their operations. (f) Tax Potential purchasers and sellers of the Securities should take note of the information set out in the section headed "Taxation" of this Base Prospectus. Purchasers of Securities should conduct such independent investigation and analysis regarding the tax treatment of the Securities as they deem appropriate to evaluate the merits and risks of an investment in the Securities. Tax risks include, without limitation, a change in any applicable law, treaty, rule or regulation or the interpretation thereof by any 16